• Categories: Role of the board
  • Published: Sep 17, 2023
  • share on linkedin
  • share article

Originally published in Board Works, #10, 2012

The issue of ‘board-only’ sessions has been a recent topic of discussion for us. They are increasingly common and widely accepted as ‘best practice’ internationally. However, planned opportunities for boards to meet without their chief executive present still cause unease in some organisations. It seems even more problematic when the chief executive is also a member of the board (eg, as a ‘managing director’).

Resistance typically comes from chief executives who find the thought that the board might be talking about them behind their back unsettling. Boards that resist the concept are often just philosophically opposed to the idea of excluding their chief executive from their conversations.

It is not a question of whether a board should meet without its chief executive present. A board has the rightand, arguably, the needto do so from time to time. The presence of the chief executive at many board conversations may be inappropriate, inhibiting, or perhaps even embarrassing to one or both parties, including:

chief executive performance assessment
chief executive remuneration
ad hoc concerns about the judgement or conduct of the chief executive
concerns about the relationship between the board and chief executive
conflicts of interest involving either the chief executive or individual board members
scheduled meetings with the external auditor
ad hoc meetings with board-commissioned independent reviewers of board or chief executive performance related matters.

Boards that deal effectively with such matters invariably do meet alone but, often, only as required. So, when boards moves into closed sessions it tends to spell ‘risk’, perhaps even ‘danger’, to their chief executives—making many anxious if not resistant to the idea that a board should meet on its own.

But as we have watched the process of holding regular board-only sessions take hold, one thing has become apparentand it is a surprise to many. Boards that routinely meet without their chief executive present do not focus on their chief executive but on their own performance (both past and future).

Their in camera discussions include obvious things like the results of board and director performance evaluations and board member conflicts or relationship matters. However, perhaps more than anything else, boards making the best use of board-only time see it as an opportunity to ensure that their regular meeting is more constructive and productive. By having some time to themselves before their regular meeting gets underway, they take ownership and responsibility for the conduct and outcome of the meeting. This is the case even when their chief executive has played a big part in developing the agenda. They use the opportunity, for example, to:

agree on the structure and content of the meeting (eg, the priority that will be given to different items and their order in the meeting)
provide advance notice to the chair about any issues people wish to have exploredenabling the chair to think about when best to give them a chance to offer their thoughts
voice any concerns about particular matters on the agenda. This enables the chair to ensure these are handled in the most effective and constructive manner. For example, concern about the quality of a staff report can be deferred to the next meeting so the chair can brief the chief executive. Otherwise it may have surfaced during the meeting as overt and possibly unhelpful criticism of the chief executive or the staff member concerned.
develop a collective consciousness about something on the agenda that would have been handled differently (and not so well) had the members of the board not had a chance to become aware of their similar (or dissimilar) thinking.

These conversations held without the chief executive ensure that board meetings are the board’s meetings. The board is solely responsible for ensuring that they are conducted in an efficient and effective manner.

Despite the obvious benefits, the board should be measured and transparent about its approach. The importance of the partnership between the board and the chief executive means a board should be sensitive to the natural anxiety its chief executive is likely to have about being excluded. Board-only sessions are less threatening if they are routinea regular part of the board’s meeting arrangement.

It is also important for the chair to debrief the chief executive on what’s been raised so the chief executive has no reason to imagine that the board is plotting behind his/her back.

Inviting the chief executive in to take part in the final stage of the board-only session can also help allay fears—ie, to extend it by having board and chief executive-only time. Many chief executives welcome the opportunity to ‘think aloud’ with their board ahead of important decisions. The opportunity to talk with a board on a no-surprises basis and to seek input and advice is something many chief executives value. This is also an opportunity for the board to give the chief executive a ‘heads-up’ about anything concerning them on the meeting agenda.

Board-only sessions should not make decisions; they should be informal discussions preceding more formal procedures later. Reinforcing this informality, some boards have off-site meetings over a meal before the formal board meeting is held.

Some boards have their board-only time after their formal meeting, but holding it before the board meeting proper gets underway is essential to get the full benefit. This comes from the opportunity for directors to align their thinking on how to get the best from the meeting. It also avoids the inevitable awkwardness when the chief executive and others are asked to leave a meeting before it is really finished.

Board-only sessions are not a good idea when it denies the chief executive the chance to do his/her job. A chief executive must ensure their board is fully informed when it makes its decisions. The governing board is ultimately accountable for its own performance, but it is in partnership with the chief executive and staff. It must be very careful of any steps that might undermine the mutual trust and confidence essential to a successful partnership.